Exhibit 10.3


 


RECORDATION REQUESTED BY:


Main
Bank Albuquerque Office


7300
Menaul Blvd., NE


P.O.
Box 36630 Albuquerque, NM 87176


 


WHEN RECORDED MAIL TO:


Main
Bank Albuquerque Office


7300
Menaul Blvd., NE


P.O.
Box 36630 Albuquerque, NM 87176


 


SEND TAX NOTICES TO:


Main
Bank Albuquerque Office


7300
Menaul Blvd., NE


P.O.
Box 36630


Albuquerque,
NM 87176


 


FOR
RECORDER’S USE ONLY


 


MORTGAGE


 


MAXIMUM LIEN.
The lien of this Mortgage shall not exceed at any one time $3,600,000.00.


 


THIS
MORTGAGE dated July 20, 2018, is made and executed between Hawksite 27 Development Company, LLC, a New Mexico limited liability
company, whose address is 333 Rio Rancho Blvd NE, Suite 202, Rio Rancho, NM 87124 (referred to below as “Grantor”)
and Main Bank, whose address is 7300 Menaul Blvd., NE, P.O. Box 36630, Albuquerque, NM 87176 (referred to below as “Lender”).


 


GRANT OF MORTGAGE. Grantor, for
consideration paid, grants and conveys to Lender all of Grantor’s right, title, and interest in and to the following
described real property, together with all existing or subsequently erected or affixed buildings, improvements and fixtures;
all easements, rights of way, and appurtenances; all water, water rights, watercourses and ditch rights (including stock in
utilities with ditch or irrigation rights); and all other rights, royalties, and profits relating to the real property,
including without limitation all minerals, oil, gas, geothermal and similar matters, (the “Real Property”)
located in Sandoval County, State of New Mexico:


 


Tract
numbered Twenty-seven (27) of RIO RANCHO HAWKSITE, A Subdivision of a Portion of Unplatted Property within Unit 25, Rio Rancho
Estates, Being a Portion of Section 8, 9 and 17, Township 13 North, Range 3 East, New Mexico Principal Meridian, City of Rio Rancho,
Sandoval County, New Mexico as the same is shown and designated on the Plat thereof, filed in
the office of the County Clerk of Sandoval County, New Mexico on February 24, 2005 in Vol. 3, folio 2392-D (Rio Rancho
Estates Plat Book No. 17, Page 16-19).


 


The Real
Property or its address is commonly known as Hawk Site 27 Subdivision, Rio Rancho, NM. If there is a conflict between the legal
description and the Real Property address, the legal description shall control.


 


CROSS-COLLATERALIZATION.
In addition to the Note, this Mortgage secures all obligations, debts and liabilities, plus interest thereon, of Grantor to Lender,
or any one or more of them, as well as all claims by Lender against Grantor or any one or more of them, whether now existing or
hereafter arising, whether related or unrelated to the purpose of the Note, whether voluntary or otherwise, whether due or not
due, direct or indirect, determined or undetermined, absolute or contingent, liquidated or unliquidated, whether Grantor may be
liable individually or jointly with others, whether obligated as guarantor, surety, accommodation party or otherwise, and whether
recovery upon such amounts may be or hereafter may become barred by any statute of limitations, and whether the obligation to
repay such amounts may be or hereafter may become otherwise unenforceable.


 


WITH MORTGAGE
COVENANTS.


 


Grantor
presently assigns to Lender all of Grantor’s right, title, and interest in and to all present and future leases of the Property
and all Rents from the Property. In addition, Grantor grants to Lender a Uniform Commercial Code security interest in the Personal
Property and Rents.


 


FUTURE
ADVANCES. In addition to the Note, this Mortgage secures all future advances made by Lender to Grantor whether or not the
advances are made pursuant to a commitment. Specifically, without limitation, this Mortgage secures, in addition to the amounts
specified in the Note, all future amounts Lender in its discretion may loan to Grantor, together with all interest thereon; however,
in no event shall such future advances (excluding interest) exceed in the aggregate $3,600,000.00.


 


THIS
MORTGAGE, INCLUDING THE ASSIGNMENT OF RENTS AND THE SECURITY INTEREST IN THE RENTS AND PERSONAL PROPERTY, IS GIVEN TO SECURE (A)
PAYMENT OF THE INDEBTEDNESS AND (B) PERFORMANCE OF ANY AND ALL OBLIGATIONS UNDER THE NOTE, THE RELATED DOCUMENTS, AND THIS MORTGAGE
AND IS UPON THE STATUTORY MORTGAGE CONDITION FOR THE BREACH OF WHICH IT IS SUBJECT TO FORECLOSURE AS PROVIDED BY LAW. THIS MORTGAGE
IS GIVEN AND ACCEPTED ON THE FOLLOWING TERMS:


 


PAYMENT
AND PERFORMANCE. Except as otherwise provided in this Mortgage, Grantor shall pay to Lender all amounts secured by this Mortgage
as they become due and shall strictly perform all of Grantor’s obligations under this Mortgage.


 


POSSESSION
AND MAINTENANCE OF THE PROPERTY. Grantor agrees that Grantor’s possession and use of the Property shall be governed
by the following provisions:


 


Possession
and Use. Until the occurrence of an Event of Default, Grantor may (1) remain in possession and control of the Property; (2)  
use, operate or manage the Property; and (3) collect the Rents from the Property.


 


Duty
to Maintain. Grantor shall maintain the Property in tenantable condition and promptly perform all repairs, replacements, and
maintenance necessary to preserve its value.


 


Compliance
With Environmental Laws. Grantor represents and warrants to Lender that: (1) During the period of Grantor’s ownership
of the Property, there has been no use, generation, manufacture, storage, treatment, disposal, release or threatened release of
any Hazardous Substance by any person on, under, about or from the Property; (2) Grantor has no knowledge of, or reason to believe
that there has been, except as previously disclosed to and acknowledged by Lender in writing, (a) any breach or violation of any
Environmental Laws, (b) any use, generation, manufacture, storage, treatment, disposal, release or threatened release of any Hazardous
Substance on, under, about or from the Property by any prior owners or occupants of the Property, or (c) any actual or threatened
litigation or claims of any kind by any person relating to such matters; and (3) Except as previously disclosed to and acknowledged
by Lender in writing, (a) neither Grantor nor any tenant, contractor, agent or other authorized user of the Property shall use,
generate, manufacture, store, treat, dispose of or release any Hazardous Substance on, under, about or from the Property; and
(b) any such activity shall be conducted in compliance with all applicable federal, state, and local laws, regulations and ordinances,
including without limitation all Environmental Laws. Grantor authorizes Lender and its agents to enter upon the Property to make
such inspections and tests, at Grantor’s expense, as Lender may deem appropriate to determine compliance of the Property
with this section of the Mortgage. Any inspections or tests made by Lender shall be for Lender’s purposes only and shall
not be construed to create any responsibility or liability on the part of Lender to Grantor or to any other person. The representations
and warranties contained herein are based on Grantor’s due diligence in investigating the Property for Hazardous Substances.
Grantor hereby (1) releases and waives any future claims against Lender for indemnity or contribution in the event Grantor becomes
liable for cleanup or other costs under any such laws; and (2) agrees to indemnify, defend, and hold harmless Lender against any
and all claims, losses, liabilities, damages, penalties, and expenses which Lender may directly or indirectly sustain or suffer
resulting from a


 




     


     


    

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breach
of this section of the Mortgage or as a consequence of any use, generation, manufacture, storage, disposal, release or threatened
release occurring prior to Grantor’s ownership or interest in the Property, whether or not the same was or should have been
known to Grantor. The provisions of this section of the Mortgage, including the obligation to indemnify and defend, shall survive
the payment of the Indebtedness and the satisfaction and reconveyance of the lien of this Mortgage and shall not be affected by
Lender’s acquisition of any interest in the Property, whether by foreclosure or otherwise.


 


Nuisance,
Waste. Grantor shall not cause, conduct or permit any nuisance nor commit, permit, or suffer any stripping of or waste on
or to the Property or any portion of the Property. Without limiting the generality of the foregoing, Grantor will not remove,
or grant to any other party the right to remove, any timber, minerals (including oil and gas), coal, clay, scoria, soil, gravel
or rock products without Lender’s prior written consent.


 


Removal
of Improvements. Grantor shall not demolish or remove any Improvements from the Real Property without Lender’s prior
written consent. As a condition to the removal of any Improvements, Lender may require Grantor to make arrangements satisfactory
to Lender to replace such Improvements with Improvements of at least equal value.


 


Lender’s
Right to Enter. Lender and Lender’s agents and representatives may enter upon the Real Property at all reasonable times
to attend to Lender’s interests and to inspect the Real Property for purposes of Grantor’s compliance with the terms
and conditions of this Mortgage.


 


Compliance
with Governmental Requirements. Grantor shall promptly comply with all laws, ordinances, and regulations, now or hereafter
in effect, of all governmental authorities applicable to the use or occupancy of the Property, including without limitation, the
Americans With Disabilities Act. Grantor may contest in good faith any such law, ordinance, or regulation and withhold compliance
during any proceeding, including appropriate appeals, so long as Grantor has notified Lender in writing prior to doing so and
so long as, in Lender’s sole opinion, Lender’s interests in the Property are not jeopardized. Lender may require Grantor
to post adequate security or a surety bond, reasonably satisfactory to Lender, to protect Lender’s interest.


 


Duty
to Protect. Grantor agrees neither to abandon or leave unattended the Property. Grantor shall do all other acts, in addition
to those acts set forth above in this section, which from the character and use of the Property are reasonably necessary to protect
and preserve the Property.


 


DUE ON SALE - CONSENT BY
LENDER. Except as otherwise provided in Section 48-7-20 NMSA 1978, as amended, Lender may, at Lender’s option,
declare immediately due and payable all sums secured by this Mortgage upon the sale or transfer, without Lender’s prior
written consent, of all or any part of the Real Property, or any interest in the Real Property. A “sale or
transfer” means the conveyance of Real Property or any right, title or interest in the Real Property; whether legal,
beneficial or equitable; whether voluntary or involuntary; whether by outright sale, deed, installment sale contract, land
contract, contract for deed, leasehold interest with a term greater than three (3)  years,
lease-option contract, or by sale, assignment, or transfer of any beneficial interest in or to any land trust holding title
to the Real Property, or by any other method of conveyance of an interest in the Real Property. If any Grantor is a
corporation, partnership or limited liability company, transfer also includes any change in ownership of more than
twenty-five percent (25%) of the voting stock, partnership interests or limited liability company interests, as the case may
be, of such Grantor. However, this option shall not be exercised by Lender if such exercise is prohibited by federal law or
by New Mexico law.


 


TAXES AND LIENS.
The following provisions relating to the taxes and liens on the Property are part of this Mortgage:


 


Payment.
Grantor shall pay when due (and in all events prior to delinquency) all taxes, payroll taxes, special taxes, assessments,
water charges and sewer service charges levied against or on account of the Property, and shall pay when due all claims for work
done on or for services rendered or material furnished to the Property. Grantor shall maintain the Property free of any liens
having priority over or equal to the interest of Lender under this Mortgage, except for those liens specifically agreed to in
writing by Lender, and except for the lien of taxes and assessments not due as further specified in the Right to Contest paragraph.


 


Right
to Contest. Grantor may withhold payment of any tax, assessment, or claim in connection with a good faith dispute over the
obligation to pay, so long as Lender’s interest in the Property is not jeopardized. If a lien arises or is filed as a result
of nonpayment, Grantor shall within fifteen (15) days after the lien arises or, if a lien is filed, within fifteen (15) days after
Grantor has notice of the filing, secure the discharge of the lien, or if requested by Lender, deposit with Lender cash or a sufficient
corporate surety bond or other security satisfactory to Lender in an amount sufficient to discharge the lien plus any costs and
attorneys’ fees, or other charges that could accrue as a result of a foreclosure or sale under the lien. In any contest,
Grantor shall defend itself and Lender and shall satisfy any adverse judgment before enforcement against the Property. Grantor
shall name Lender as an additional obligee under any surety bond furnished in the contest proceedings.


 


Evidence
of Payment. Grantor shall upon demand furnish to Lender satisfactory evidence of payment of the taxes or assessments and shall
authorize the appropriate governmental official to deliver to Lender at any time a written statement of the taxes and assessments
against the Property.


 


PROPERTY DAMAGE INSURANCE. The
following provisions relating to insuring the Property are a part of this Mortgage:


 


Maintenance
of Insurance. The amount specified for insurance as provided in the statutory mortgage condition is the full insurable
value of the improvements on a replacement basis. Grantor shall procure and maintain policies of fire insurance with standard
extended coverage endorsements on a replacement basis for the full insurable value covering all improvements on the Real Property
in an amount sufficient to avoid application of any coinsurance clause, and with a standard mortgagee clause in favor of Lender.
Policies shall be written by such insurance companies and in such form as may be reasonably acceptable to Lender. Grantor shall
deliver to Lender certificates of coverage from each insurer containing a stipulation that coverage will not be cancelled or diminished
without a minimum of ten (10) days’ prior written notice to Lender. Should the Real Property at any time become located
in an area designated by the Administrator of the Federal Emergency Management Agency as a special flood hazard area, Grantor
agrees to obtain and maintain Federal Flood Insurance for the full unpaid principal balance of the loan and any prior liens on
the property securing the loan, up to the maximum policy limits set under the National Flood Insurance Programs, or as otherwise
required by Lender, and to maintain such insurance for the term of the loan.


 


Grantor’s
Report on Insurance. Upon request of Lender, however not more than once a year, Grantor shall furnish to Lender a report on
each existing policy of insurance showing: (1) the name of the insurer; (2) the risks insured; (3) the amount of the policy; (4)
the property insured, the then current replacement value of such property, and the manner of determining that value; and (5) the
expiration date of the policy. Grantor shall, upon request of Lender, have an independent appraiser satisfactory to Lender determine
the cash value replacement cost of the Property.


 


LENDER’S
EXPENDITURES. If any action or proceeding is commenced that would materially affect Lender’s interest in the Property
or if Grantor fails to comply with any provision of this Mortgage or any Related Documents, including but not limited to Grantor’s
failure to discharge or pay when due any amounts Grantor is required to discharge or pay under this Mortgage or any Related Documents,
Lender on Grantor’s behalf may (but shall not be obligated to) take any action that Lender deems appropriate, including
but not limited to discharging


 






     


     


    

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or paying all taxes,
liens, security interests, encumbrances and other claims, at any time levied or placed on the Property and paying all costs for
insuring, maintaining and preserving the Property. All such expenditures incurred or paid by Lender for such purposes will then
bear interest at the rate charged under the Note from the date incurred or paid by Lender to the date of repayment by Grantor.
All such expenses will become a part of the Indebtedness and, at Lender's option, will (A) be payable on demand; (B) be added to
the balance of the Note and be apportioned among and be payable with any installment payments to become due during either (1) the
term of any applicable insurance policy; or (2) the remaining term of the Note; or (C) be treated as a balloon payment which will
be due and payable at the Note's maturity. The Mortgage also will secure payment of these amounts. Such right shall be in addition
to all other rights and remedies to which Lender may be entitled upon Default.


 


WARRANTY; DEFENSE OF TITLE.
The following provisions relating to ownership of the Property are a part of this Mortgage:


 


Title.
Grantor warrants that: (a) Grantor holds good and marketable title of record to the Property in fee simple, free and clear
of all liens and encumbrances other than those set forth in the Real Property description or in any title insurance policy, title
report, or final title opinion issued in favor of, and accepted by, Lender in connection with this Mortgage, and (b) Grantor has
the full right, power, and authority to execute and deliver this Mortgage to Lender.


 


Defense
of Title. Subject to the exception in the paragraph above, Grantor warrants and will forever defend the title to the Property
against the lawful claims of all persons. In the event any action or proceeding is commenced that questions Grantor’s title
or the interest of Lender under this Mortgage, Grantor shall defend the action at Grantor’s expense. Grantor may be the
nominal party in such proceeding, but Lender shall be entitled to participate in the proceeding and to be represented in the proceeding
by counsel of Lender’s own choice, and Grantor will deliver, or cause to be delivered, to Lender such instruments as Lender
may request from time to time to permit such participation.


 


Compliance
With Laws. Grantor warrants that the Property and Grantor’s use of the Property complies with all existing applicable
laws, ordinances, and regulations of governmental authorities.


 


Survival
of Representations and Warranties. All representations, warranties, and agreements made by Grantor in this Mortgage shall
survive the execution and delivery of this Mortgage, shall be continuing in nature, and shall remain in full force and effect
until such time as Grantor’s Indebtedness shall be paid in full.


 


CONDEMNATION. The following
provisions relating to condemnation proceedings are a part of this Mortgage:


 


Proceedings.
If any proceeding in condemnation is filed, Grantor shall promptly notify Lender in writing, and Grantor shall promptly take
such steps as may be necessary to defend the action and obtain the award. Grantor may be the nominal party in such proceeding,
but Lender shall be entitled to participate in the proceeding and to be represented in the proceeding by counsel of its own choice,
and Grantor will deliver or cause to be delivered to Lender such instruments and documentation as may be requested by Lender from
time to time to permit such participation.


 


Application
of Net Proceeds. If all or any part of the Property is condemned by eminent domain proceedings or by any proceeding or purchase
in lieu of condemnation, Lender may at its election require that all or any portion of the net proceeds of the award be applied
to the Indebtedness or the repair or restoration of the Property. The net proceeds of the award shall mean the award after payment
of all reasonable costs, expenses, and attorneys’ fees incurred by Lender in connection with the condemnation.


 


IMPOSITION
OF TAXES, FEES AND CHARGES BY GOVERNMENTAL AUTHORITIES. The following provisions relating to governmental taxes, fees and
charges are a part of this Mortgage:


 


Current
Taxes, Fees and Charges. Upon request by Lender, Grantor shall execute such documents in addition to this Mortgage and take
whatever other action is requested by Lender to perfect and continue Lender’s lien on the Real Property. Grantor shall reimburse
Lender for all taxes, as described below, together with all expenses incurred in recording, perfecting or continuing this Mortgage,
including without limitation all taxes, fees, documentary stamps, and other charges for recording or registering this Mortgage.


 


Taxes.
The following shall constitute taxes to which this section applies: (1) a specific tax upon this type of Mortgage or upon
all or any part of the Indebtedness secured by this Mortgage; (2) a specific tax on Grantor which Grantor is authorized or required
to deduct from payments on the Indebtedness secured by this type of Mortgage; (3) a tax on this type of Mortgage chargeable against
the Lender or the holder of the Note; and (4) a specific tax on all or any portion of the Indebtedness or on payments of principal
and interest made by Grantor.


 


Subsequent
Taxes. If any tax to which this section applies is enacted subsequent to the date of this Mortgage, this event shall have the
same effect as an Event of Default, and Lender may exercise any or all of its available remedies for an Event of Default as provided
below unless Grantor either (1) pays the tax before it becomes delinquent, or (2) contests the tax as provided above in the Taxes
and Liens section and deposits with Lender cash or a sufficient corporate surety bond or other security satisfactory to Lender.


 


SECURITY
AGREEMENT; FINANCING STATEMENTS. The following provisions relating to this Mortgage as a security agreement are a part of
this Mortgage:


 


Security
Agreement. This instrument shall constitute a Security Agreement to the extent any of the Property constitutes fixtures, and
Lender shall have all of the rights of a secured party under the Uniform Commercial Code as amended from time to time.


 


Security
Interest. Upon request by Lender, Grantor shall take whatever action is requested by Lender to perfect and continue Lender’s
security interest in the Rents and Personal Property. In addition to recording this Mortgage in the real property records, Lender
may, at any time and without further authorization from Grantor, file executed counterparts, copies or reproductions of this Mortgage
as a financing statement. Grantor shall reimburse Lender for all expenses incurred in perfecting or continuing this security interest.
Upon default, Grantor shall not remove, sever or detach the Personal Property from the Property. Upon default, Grantor shall assemble
any Personal Property not affixed to the Property in a manner and at a place reasonably convenient to Grantor and Lender and make
it available to Lender within three (3) days after receipt of written demand from Lender to the extent permitted by applicable
law.


 


Addresses.
The mailing addresses of Grantor (debtor) and Lender (secured party) from which information concerning the security interest
granted by this Mortgage may be obtained (each as required by the Uniform Commercial Code} are as stated on the first page of
this Mortgage.


 


FURTHER
ASSURANCES; ATTORNEY-IN-FACT. The following provisions relating to further assurances and attorney-in-fact are a part of this
Mortgage:


 


Further
Assurances. At any time, and from time to time, upon request of Lender, Grantor will make, execute and deliver, or will cause
to be made, executed or delivered, to Lender or to Lender’s designee, and when requested by Lender, cause to be filed, recorded,
refiled, or rerecorded, as the case may be, at such times and in such offices and places as Lender may deem appropriate, any and
all such mortgages, deeds of trust, security deeds, security agreements, financing statements, continuation statements, instruments
of further assurance, certificates, and other documents as may, in the sole opinion of Lender, be necessary or desirable in order
to effectuate, complete, perfect, continue, or preserve (1) Grantor’s obligations under the Note, this Mortgage, and the
Related Documents, and (2) the liens and security interests created by this Mortgage as first and prior liens on the Property,
whether now owned or hereafter acquired by Grantor. Unless prohibited by law or Lender agrees to the contrary in writing, Grantor
shall reimburse Lender for all costs and expenses incurred in connection with the matters referred to in this paragraph.


 


Attorney-in-Fact.
If Grantor fails to do any of the things referred to in the preceding paragraph, Lender may do so for and in the name of Grantor
and at Grantor’s expense. For such purposes, Grantor hereby irrevocably appoints Lender as Grantor’s attorney-in-fact
for the purpose of making, executing, delivering, filing, recording, and doing all other things as may be necessary or desirable,
in Lender’s sole opinion, to accomplish the matters referred to in the preceding paragraph.


 


FULL PERFORMANCE.
If Grantor pays all the Indebtedness, including without limitation all future advances, when due, and otherwise performs all the
obligations imposed upon Grantor under this Mortgage, Lender shall execute and deliver to Grantor a suitable satisfaction of this
Mortgage and suitable statements of termination of any financing statement on file evidencing Lender’s security interest
in the Rents and the Personal Property.


 


EVENTS OF DEFAULT. Each
of the following, at Lender’s option, shall constitute an Event of Default under this Mortgage:


 



     


     


    

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Payment
Default. Grantor fails to make any payment when due under the Indebtedness.


 


Default
on Other Payments. Failure of Grantor within the time required by this Mortgage to make any payment for taxes or insurance,
or any other payment necessary to prevent filing of or to effect discharge of any lien.


 


Other
Defaults. Grantor fails to comply with or to perform any other term, obligation, covenant or condition contained in this Mortgage
or in any of the Related Documents or to comply with or to perform any term, obligation, covenant or condition contained in any
other agreement between Lender and Grantor.


 


False
Statements. Any warranty, representation or statement made or furnished to Lender by Grantor or on Grantor’s behalf
under this Mortgage or the Related Documents is false or misleading in any material respect, either now or at the time made or
furnished or becomes false or misleading at any time thereafter.


 


Defective
Collateralization. This Mortgage or any of the Related Documents ceases to be in full force and effect (including failure
of any collateral document to create a valid and perfected security interest or lien) at any time and for any reason.


 


Death
or Insolvency. The dissolution of Grantor’s (regardless of whether election to continue is made), any member withdraws
from the limited liability company, or any other termination of Grantor’s existence as a going business or the death of
any member, the insolvency of Grantor, the appointment of a receiver for any part of Grantor’s property, any assignment
for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency
laws by or against Grantor.


 


Creditor
or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help,
repossession or any other method, by any creditor of Grantor or by any governmental agency against any property securing the Indebtedness.
This includes a garnishment of any of Grantor’s accounts, including deposit accounts, with Lender. However, this Event of
Default shall not apply if there is a good faith dispute by Grantor as to the validity or reasonableness of the claim which is
the basis of the creditor or forfeiture proceeding and if Grantor gives Lender written notice of the creditor or forfeiture proceeding
and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender,
in its sole discretion, as being an adequate reserve or bond for the dispute.


 


Breach
of Other Agreement. Any breach by Grantor under the terms of any other agreement between Grantor and Lender that is not remedied
within any grace period provided therein, including without limitation any agreement concerning any indebtedness or other obligation
of Grantor to Lender, whether existing now or later.


 


Events
Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the Indebtedness or any Guarantor
dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any Guaranty of the Indebtedness.


 


Adverse
Change. A material adverse change occurs in Grantor’s financial condition.


 


Right
to Cure. If any default is curable and if Grantor has not been given a notice of a breach of the same provision of this Mortgage
within the preceding twelve (12) months, it may be cured if Grantor, after Lender sends written notice to Grantor demanding cure
of such default: (1) cures the default within fifteen (15) days; or (2) if the cure requires more than fifteen (15) days, immediately
initiates steps which Lender deems in Lender’s sole discretion to be sufficient to cure the default and thereafter continues
and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical.


 


RIGHTS
AND REMEDIES ON DEFAULT. Upon the occurrence of an Event of Default and at any time thereafter, Lender, at Lender’s
option, may exercise any one or more of the following rights and remedies, in addition to any other rights or remedies provided
by law:


 


Accelerate
Indebtedness. Lender shall have the right at its option without notice to Grantor to declare the entire Indebtedness immediately
due and payable, including any prepayment penalty that Grantor would be required to pay.


 


UCC
Remedies. With respect to all or any part of the Personal Property, Lender shall have all the rights and remedies of a secured
party under the Uniform Commercial Code.


 


Collect
Rents. Lender shall have the right, without notice to Grantor, to take possession of the Property and collect the Rents, including
amounts past due and unpaid, and apply the net proceeds, over and above Lender’s costs, against the Indebtedness. In furtherance
of this right, Lender may require any tenant or other user of the Property to make payments of rent or use fees directly to Lender.
If the Rents are collected by Lender, then Grantor irrevocably designates Lender as Grantor’s attorney-in-fact to endorse
instruments received in payment thereof in the name of Grantor and to negotiate the same and collect the proceeds. Payments by
tenants or other users to Lender in response to Lender’s demand shall satisfy the obligations for which the payments are
made, whether or not any proper grounds for the demand existed. Lender may exercise its rights under this subparagraph either
in person, by agent, or through a receiver.


 


Appoint
Receiver. Lender shall have the right to have a receiver appointed to take possession of all or any part of the Property,
with the power to protect and preserve the Property, to operate the Property preceding foreclosure or sale, and to collect the
Rents from the Property and apply the proceeds, over and above the cost of the receivership, against the Indebtedness. The receiver
may serve without bond if permitted by law. Lender’s right to the appointment of a receiver shall exist whether or not the
apparent value of the Property exceeds the Indebtedness by a substantial amount. Employment by Lender shall not disqualify a person
from serving as a receiver.


 


Judicial
Foreclosure. Lender may obtain a judicial decree foreclosing Grantor’s interest in all or any part of the Property.


 


Deficiency
Judgment. If permitted by applicable law, Lender may obtain a judgment for any deficiency remaining in the Indebtedness due
to Lender after application of all amounts received from the exercise of the rights provided in this section.


 


Tenancy
at Sufferance. If Grantor remains in possession of the Property after the Property is sold as provided above or Lender otherwise
becomes entitled to possession of the Property upon default of Grantor, Grantor shall become a tenant at sufferance of Lender
or the purchaser of the Property and shall, at Lender’s option, either (1) pay a reasonable rental for the use of the Property,
or (2) vacate the Property immediately upon the demand of Lender.


 


Other
Remedies. Lender shall have all other rights and remedies provided in this Mortgage or the Note or available at law or in
equity.


 


Sale
of the Property. To the extent permitted by applicable law, Grantor hereby waives any and all right to have the Property marshalled.
In exercising its rights and remedies, Lender shall be free to sell all or any part of the Property together or separately, in
one sale or by separate sales. Lender shall be entitled to bid at any public sale on all or any portion of the Property.


 


Notice
of Sale. Lender shall give Grantor reasonable notice of the time and place of any public sale of the Personal Property or
of the time after which any private sale or other intended disposition of the Personal Property is to be made. Reasonable notice
shall mean notice given at least ten (10) days before the time of the sale or disposition. Any sale of the Personal Property may
be made in conjunction with any sale of the Real Property.


 


Election
of Remedies. Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy, and an election to make
expenditures or to take action to perform an obligation of Grantor under this Mortgage, after Grantor’s failure to perform,
shall not affect Lender’s right to declare a default and exercise its remedies. Nothing under this Mortgage or otherwise
shall be construed so as to limit or restrict the rights and remedies available to Lender following an Event of Default, or in
any way to limit or restrict the rights and ability of Lender to proceed directly against Grantor and/or against any other co-maker,
guarantor, surety or endorser and/or to proceed against any other collateral directly or indirectly securing the Indebtedness.


 


Attorneys’
Fees; Expenses. If Lender institutes any suit or action to enforce any of the terms of this Mortgage, Lender shall be entitled
to recover such sum as the court may adjudge reasonable as attorneys’ fees at trial and upon any appeal. Whether or not
any court action is involved, and to the extent not prohibited by law, all reasonable expenses Lender incurs that in Lender’s
opinion are necessary at any time for the protection of its interest or the enforcement of its rights shall become a part of the
Indebtedness payable on demand and shall bear interest at the Note rate from the date of the expenditure until repaid. Expenses
covered by this paragraph


 




     


     


    

	Loan
    No: 1218300	 	MORTGAGE
(Continued)	 	Page
    5



 


include,
without limitation, however subject to any limits under applicable law, Lender’s attorneys’ fees and Lender’s
legal expenses, whether or not there is a lawsuit, including attorneys’ fees and expenses for bankruptcy proceedings (including
efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services,
the cost of searching records, obtaining title reports (including foreclosure reports), surveyors’ reports, and appraisal
fees and title insurance, to the extent permitted by applicable law. Grantor also will pay any court costs, in addition to all
other sums provided by law.


 


Right
of Redemption. IF THIS MORTGAGE IS FORECLOSED, THE REDEMPTION PERIOD AFTER JUDICIAL SALE SHALL BE ONE (1) MONTH IN LIEU OF NINE
(9) MONTHS.


 


NOTICES. Any notice
required to be given under this Mortgage, including without limitation any notice of default and any notice of sale shall be given
in writing, and shall be effective when actually delivered, when deposited with a nationally recognized overnight courier, or,
if mailed, when deposited in the United States mail, as first class, certified or registered mail postage prepaid, directed to
the addresses shown near the beginning of this Mortgage. All copies of notices of foreclosure from the holder of any lien which
has priority over this Mortgage shall be sent to Lender’s address, as shown near the beginning of this Mortgage. Any party
may change its address for notices under this Mortgage by giving formal written notice to the other parties, specifying that the
purpose of the notice is to change the party’s address. For notice purposes, Grantor agrees to keep Lender informed at all
times of Grantor’s current address. Unless otherwise provided or required by law, if there is more than one Grantor, any
notice given by Lender to any Grantor is deemed to be notice given to all Grantors.


 


APPRAISALS. Grantor
and Borrower agree that, whether or not there is a default under the Mortgage, as applicable, Lender may order periodic appraisals
of the Real Property at such intervals as Lender may reasonably require. The appraisals shall be performed by appraisers of Lender’s
choice. Grantor and Borrower agree to cooperate with the appraiser and to reimburse Lender for the cost of such appraisals.


 


LOT RELEASE PROVISION. Minimum
Lot Release Price: Individual lots will be released at the greater of 55% of the sales price or $30,000.00 (approximately 60
lots).


 


DUE
ON SALE - CONSENT BY LENDER. A sale of a lot or lots by Borrower in the ordinary course of business shall not be a
“sale or transfer” of the Real Property for the purposes of this Mortgage.


 


NOTICE OF CONSTRUCTION.
Grantor shall notify Lender at least fifteen (15) days before any work is commenced, any services are furnished, or any materials
are supplied to the Property, if any mechanic’s lien, materialmen’s lien, or other lien could be asserted on account
of the work, services, or materials and the cost shown in the construction budget for such item provided by Grantor to Lender
exceeds ten percent (10%). Grantor will upon request of Lender furnish to Lender advance assurances satisfactory to Lender that
Grantor can and will pay the cost of such improvements.


 


APPLICATION
OF PROCEEDS. Grantor shall promptly notify Lender of any loss or damage to the Property if the estimated cost of repair or
replacement exceeds $250,000.00. Lender may make proof of loss if Grantor fails to do so within fifteen (15) days of the casualty.
Whether or not Lender’s security is impaired, Lender may, at Lender’s election, receive and retain the proceeds of
any insurance and apply the proceeds to the reduction of the Indebtedness, payment of any lien affecting the Property, or the
restoration and repair of the Property. If Lender elects to apply the proceeds to restoration and repair, Grantor shall repair
or replace the damaged or destroyed Improvements in a manner satisfactory to Lender. Lender shall, upon satisfactory proof of
such expenditure, pay or reimburse Grantor from the proceeds for the reasonable cost of repair or restoration if Grantor is not
in default under this Mortgage. Any proceeds which have not been disbursed within 180 days after their receipt and which Lender
has not committed to the repair or restoration of the Property shall be used first to pay any amount owing to Lender under this
Mortgage, then to pay accrued interest, and the remainder, if any shall be applied to the principal balance of the Indebtedness.
If Lender holds any proceeds after payment in full of the Indebtedness, such proceeds shall be paid to Grantor as Grantor’s
interests may appear. 


 


MISCELLANEOUS PROVISIONS.
The following miscellaneous provisions are a part of this Mortgage:


 


Amendments.
This Mortgage, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to
the matters set forth in this Mortgage. No alteration of or amendment to this Mortgage shall be effective unless given in writing
and signed by the party or parties sought to be charged or bound by the alteration or amendment.


 


Caption
Headings. Caption headings in this Mortgage are for convenience purposes only and are not to be used to interpret or define
the provisions of this Mortgage.


 


Governing
Law. This Mortgage will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws
of the State of New Mexico without regard to its conflicts of law provisions. This Mortgage has been accepted by Lender in
the State of New Mexico.


 


No
Waiver by Lender. Lender shall not be deemed to have waived any rights under this Mortgage unless such waiver is given in
writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of
such right or any other right. A waiver by Lender of a provision of this Mortgage shall not prejudice or constitute a waiver of
Lender’s right otherwise to demand strict compliance with that provision or any other provision of this Mortgage. No prior
waiver by Lender, nor any course of dealing between Lender and Grantor, shall constitute a waiver of any of Lender’s rights
or of any of Grantor’s obligations as to any future transactions. Whenever the consent of Lender is required under this
Mortgage, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances
where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender.


 


Severability.
If a court of competent jurisdiction finds any provision of this Mortgage to be illegal, invalid, or unenforceable as to any
circumstance, that finding shall not make the offending provision illegal, invalid, or unenforceable as to any other circumstance.
If feasible, the offending provision shall be considered modified so that it becomes legal, valid and enforceable. If
the offending provision cannot be so modified, it shall be considered deleted from this Mortgage. Unless otherwise required
by law, the illegality, invalidity, or unenforceability of any provision of this Mortgage shall not affect the legality, validity
or enforceability of any other provision of this Mortgage.


 


Merger.
There shall be no merger of the interest or estate created by this Mortgage with any other interest or estate in the Property
at any time held by or for the benefit of Lender in any capacity, without the written consent of Lender.


 


Successors
and Assigns. Subject to any limitations stated in this Mortgage on transfer of Grantor’s interest, this Mortgage shall
be binding upon and inure to the benefit of the parties, their successors and assigns. If ownership of the Property becomes vested
in a person other than Grantor, Lender, without notice to Grantor, may deal with Grantor’s successors with reference to
this Mortgage and the Indebtedness by way of forbearance or extension without releasing Grantor from the obligations of this Mortgage
or liability under the Indebtedness.


 


Time
is of the Essence. Time is of the essence in the performance of this Mortgage.


 


Waive
Jury. All parties to this Mortgage hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought
by any party against any other party.


 


Waiver
of Homestead Exemption. Grantor hereby releases and waives all rights and benefits of the homestead exemption laws of the
State of New Mexico as to all Indebtedness secured by this Mortgage.


 


DEFINITIONS.
The following capitalized words and terms shall have the following meanings when used in this Mortgage. Unless specifically
stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words
and terms used in the singular shall include the plural, and the plural shall include the singular, as the context may require.
Words and terms not otherwise defined in this Mortgage shall have the meanings attributed to such terms in the Uniform Commercial
Code:


 


Borrower.
The word “Borrower” means Hawksite 27 Development Company, LLC and includes all co-signers and co-makers signing
the Note and all their successors and assigns.


 




     


     


    

	Loan
    No: 1218300	 	MORTGAGE
(Continued)	 	Page
    6



 


Default.
The word “Default” means the Default set forth in this Mortgage in the section titled “Default”.


 


Environmental
Laws. The words “Environmental Laws” mean any and all state, federal and local statutes, regulations and ordinances
relating to the protection of human health or the environment, including without limitation the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et seq. (“CERCLA”), the Superfund Amendments
and Reauthorization Act of 1986, Pub. L. No. 99-499 (“SARA”), the Hazardous Materials Transportation Act, 49 U.S.C.
Section 1801, et seq., the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., or other applicable state
or federal laws, rules, or regulations adopted pursuant thereto.


 


Event
of Default. The words “Event of Default” mean any of the events of default set forth in this Mortgage in the events
of default section of this Mortgage.


 


Grantor.
The word “Grantor” means Hawksite 27 Development Company, LLC.


 


Guarantor.
The word “Guarantor” means any guarantor, surety, or accommodation party of any or all of the Indebtedness.


 


Guaranty.
The word “Guaranty” means the guaranty from Guarantor to Lender, including without limitation a guaranty of all
or part of the Note.


 


Hazardous
Substances. The words “Hazardous Substances” mean materials that, because of their quantity, concentration or
physical, chemical or infectious characteristics, may cause or pose a present or potential hazard to human health or the environment
when improperly used, treated, stored, disposed of, generated, manufactured, transported or otherwise handled. The words “Hazardous
Substances” are used in their very broadest sense and include without limitation any and all hazardous or toxic substances,
materials or waste as defined by or listed under the Environmental Laws. The term “Hazardous Substances” also includes,
without limitation, petroleum and petroleum by-products or any fraction thereof and asbestos.


 


Improvements.
The word “Improvements” means all existing and future improvements, buildings, structures, mobile homes affixed
on the Real Property, facilities, additions, replacements and other construction on the Real Property.


 


Indebtedness.
The word “Indebtedness” means all principal, interest, and other amounts, costs and expenses payable under the
Note or Related Documents, together with all renewals of, extensions of, modifications of, consolidations of and substitutions
for the Note or Related Documents and any amounts expended or advanced by Lender to discharge Grantor’s obligations or expenses
incurred by Lender to enforce Grantor’s obligations under this Mortgage, together with interest on such amounts as provided
in this Mortgage. Specifically, without limitation, Indebtedness includes the future advances set forth in the Future Advances
provision, together with all interest thereon and all amounts that may be indirectly secured by the Cross-Collateralization provision
of this Mortgage.


 


Lender.
The word “Lender” means Main Bank, its successors and assigns.


 


Mortgage.
The word “Mortgage” means this Mortgage between Grantor and Lender.


 


Note.
The word “Note” means The Promissory Note dated July 20, 2018, in the original principal amount of $1,800,000.00
from Borrower to Lender, together with all renewals of, extensions of, modifications of, refinancing’s of, consolidations
of, and substitutions for the Promissory Note or Agreement.


 


Personal
Property. The words “Personal Property” mean all equipment, fixtures, and other articles of personal property
now or hereafter owned by Grantor, and now or hereafter attached or affixed to the Real Property; together with all accessions,
parts, and additions to, all replacements of, and all substitutions for, any of such property; and together with all proceeds
(including without limitation all insurance proceeds and refunds of premiums) from any sale or other disposition of the Property.


 


Property.
The word “Property” means collectively the Real Property and the Personal Property. The word “Property”
also includes all existing or subsequently erected or affixed buildings, improvements and fixtures, all appurtenances, all rights
relating to the Real Property (including minerals, oil, gas, water, and the like), and all ditch rights (including stock in utilities
with ditch or irrigation rights).


 


Real
Property. The words “Real Property” mean the real property, interests and rights, as further described in this
Mortgage.


 


Related
Documents. The words “Related Documents” mean all promissory notes, credit agreements, loan agreements, environmental
agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments,
agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness.


 


Rents.
The word “Rents” means all present and future rents, revenues, income, issues, royalties, profits, and other benefits
derived from the Property.


 


GRANTOR ACKNOWLEDGES HAVING READ ALL THE
PROVISIONS OF THIS MORTGAGE, AND GRANTOR AGREES TO ITS TERMS. 


 





	GRANTOR:
	 	 	 
	HAWKSITE 27 DEVELOPMENT COMPANY, LLC
	 	 	 
	 	 	 
	By:	/s/ Carey A. Plant	 
	 	Carey A. Plant, Vice President and Secretary
	 	Date: July 24, 2018



 


 



 


LIMITED LIABILITY COMPANY ACKNOWLEDGMENT


 


	STATE
    OF NEW MEXICO	)	 
	 	)	SS
	COUNTY
    OF SANDOVAL	)	 



 


This instrument was acknowledge before me on July 24, 2018, by Carey A. Plant, Vice President and Secretary of Hawksite 27 Development Company, LLC, on behalf of Hawksite 27 Development Company, LLC, a limited liability company.


 





	 	 	 	 	 
	 	 	 	/s/ Nicole Hite	 
	 	 	 	NOTARY PUBLIC	 
	 	 	 	 	 
	My commission expires:	 	 	 	 
	 	 	 	 	 
	May 31, 2021